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Auditor Report of Kamat Hotels (India) Ltd.

Mar 31, 2023

Kamat Hotels (India) Limited

Report on the standalone financial statements

Opinion

We have audited the accompanying standalone financial statements of Kamat Hotels (India) Limited (“the Company”) which comprise the standalone balance sheet as at 31st March, 2023, the standalone statement of profit and loss (including other comprehensive income), the standalone statement of changes in equity and the standalone statement of cash flows for the year ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “the standalone financial statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of Act read with the Companies (Indian Accounting Standards) Rule, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2023, and its profit and other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (“SAs”) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the standalone financial statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (“ICAI”) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material uncertainty related to going concern

Reference is invited to note 57 of the standalone financial statements. current liabilities are significantly greater than the current assets as on 31st March, 2023 and 31st March, 2022. In the opinion of the management, considering the revival of hospitality business, positive net worth as on 31st March, 2023, positive earnings before interest, taxes and depreciation (EBITDA) for the year ended 31st March, 2023 and year ended 31st March, 2022, increase in operations and profit during the current year, settlement of secured debts due to ARCs, settlement of loan given to subsidiary company which was fully provided in earlier year, reversal of provision for diminution in value of investment in subsidiary company (OHPPL), signing of term sheet for proposed sale of one of the hotel properties, issue of NCDs and further developments, considering the future business prospects and the fair value of the assets of the Company being significantly higher than the borrowings / debts, these standalone results have been prepared on a going concern basis which contemplates realisation of assets and settlement of liabilities in the normal course of the Company''s business.

Our opinion is not modified in respect of the above matter. Further, the material uncertainty related to going concern paragraph was also reported in our independent auditor''s report for earlier financial years. Our opinion was not modified in earlier years also.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Ind AS financial statements of the current year. These matters were addressed in the context of our audit of the Ind AS financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined that there are no Key Audit Matters to communicate in our audit report.

Information other than the standalone financial statements and auditor’s report thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Board''s Report including Annexures to Board''s Report, Corporate Governance and Shareholder''s Information, but does not include the standalone financial statements and our auditor''s report thereon. These reports are expected to be made available to us after the date of this auditor''s report.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

When we read the other information, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and make other appropriate reporting as prescribed.

Management’s Responsibilities for the standalone financial statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes

in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Ind AS prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standard) Rules, 2015 as amended from time to time. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company''s financial reporting process.

Auditor’s responsibilities for the audit of the standalone financial statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on other legal and regulatory requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, we give in “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report that,

a) We have sought and obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows dealt with by this report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS prescribed under section 133 of the Act read with relevant rules made thereunder.

e) The matter described ‘Material Uncertainty related to Going Concern'' paragraph, in our opinion may have an adverse impact on the functioning of the Company.

f) On the basis of the written representations received from the directors as on 31st March, 2023 taken on record by the Board of Directors, none of the directors are disqualified as on 31st March, 2023, from being appointed as a director in terms of Section 164(2) of the Act.

g) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure B”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.

h) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid / provided by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

i) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 as amended, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations, if any, on its financial position in its standalone financial statements - Refer note 15.1 and 45.3 of the standalone financial statements.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

iv. The management has represented, as stated in note no. 60 of the financial statements that,

a) no funds have been advanced or loaned or invested by the Company to or in any other person(s) or entities, including foreign entities ("Intermediaries"), with the understanding that the intermediary shall whether directly or indirectly lend or invest in other persons or entities identified in any manner by or on behalf of the Company (Ultimate beneficiaries) or provide any guarantee, security or the like on behalf of ultimate beneficiaries.

b) no funds have been received by the Company from any person(s) or entities including foreign entities ("Funding Parties") with the understanding that such Company shall whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the funding party (Ultimate beneficiaries) or provide guarantee, security or the like on behalf of the Ultimate beneficiaries.

Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that causes us to believe that the above representations given by the management contain any material misstatement.

v. The Company has not declared or paid dividend during the year. Hence our comments on compliance with section 123 of the Companies Act, 2013 does not arise.

vi. As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable for the Company only with effect from April 1, 2023, reporting under clause (g) of Rule 11 of the Companies (Audit and Auditors) Rules, 2014 is not applicable in the current year.

For N. A. Shah Associates LLP

Chartered Accountants Firm Registration No.: 116560W/W100149

Milan Mody

Partner

Membership No. 103286 UDIN: 23103286BGPZMP3492

Place: Mumbai Date: 27th May, 2023


Mar 31, 2018

Report on the standalone Ind AS financial statements

We have audited the accompanying standalone Ind AS financial statements of Kamat Hotels (India) Limited(‘the Company'') which comprise the Balance Sheet as at 31st March 2018, the Statement of Profit and Loss (including other comprehensive income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information (together referred to as standalone Ind AS financial statements).

Management’s responsibility for the standalone Ind AS financial statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act read with relevant rules issued thereunder. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s responsibility

Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the Ind AS, of the financial position of the Company as at 31st March 2018, and its profit including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Material uncertainty related to going concern

Reference is invited to note 51 to the standalone Ind AS financial statements. Company''s accumulated losses are in excess of its paid up capital and reserves and its current liabilities exceeds its current assets as on 31st March 2018. These events or conditions indicate that a material uncertainty exists that may cast significant doubt on the Company''s ability to continue as a going concern. We are informed that Company''s management is taking appropriate steps to mitigate the impact of accumulated losses and improve cash flows and in the opinion of management, the fair values of the assets of the Company are significantly higher than the debts. In view of the above and considering management''s opinion, the standalone Ind AS financial statements have been prepared on a going concern basis for the reasons stated in the said note.

Our opinion is not qualified in respect of above matter. Further, the note on going concern was also given under emphasis of matter by previous auditor in its independent audit report for financial year 2016-2017 dated 26th May 2017.

Other matters

The comparative financial statement of the Company for the year ended 31st March 2017 and the transition date opening balance sheet as at 1st April 2016 included in these standalone Ind AS financial statements, are based on the previously issued statutory standalone financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 audited by the predecessor auditor whose report for the year ended 31st March 2017 and 31st March 2016 dated 26th May 2017 and 28th May 2016 respectively expressed an unmodified opinion on those standalone financial statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have been audited by us.

Our opinion is not modified in respect of above matter.

Report on other legal and regulatory requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, we give in “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report that,

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us.

c) The Balance Sheet, the Statement of Profit and Loss (Including other comprehensive income), the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act read with relevant rules issued thereunder.

e) The matter described in ‘Material Uncertainty related to Going Concern'' paragraph, in our opinion may have an adverse impact on the functioning of the Company.

f) On the basis of the written representations received from the directors as on 31st March 2018 taken on record by the Board of Directors, none of the directors are disqualified as on 31st March 2018, from being appointed as a director in terms of Section 164(2) of the Act.

g) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure B”.

h) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations, if any, on its financial position in its standalone financial statements-Refer note 15.2 and 41.3(i) to the standalone financial statements.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

Annexure A to the Independent Auditor’s Report for the year ended 31st March 2018 Referred to in ‘Other legal and regulatory requirements’ of our report of even date

i. In respect to fixed assets:

a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b) The fixed assets were physically verified during the year by the Management which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such physical verification.

c) According to the information and explanations given to us and the records examined by us and based on the examination of the registered sale deed / transfer deed and conveyance deed, we report that, the title deeds, comprising all the immovable properties of land and building which are free hold, are held in the name of the Company as at the balance sheet date except with respect to freehold land situated at Nagpur having gross block of Rs. 134.40 lakhs, same is in the name of the Executive Chairman and Managing Director of the Company.

The Company also holds immovable properties (“buildings”) that have been built on land taken on lease which are disclosed as a part of the property, plant and equipment and investment property of the Company in the standalone financial statements. The lease agreements in these cases are in the name of the Company.

ii. In our opinion, physical verification of inventories has been conducted by the management at reasonable intervals. The discrepancies noticed on such verification by the management, were not material and have been properly dealt with in the books of account.

iii. According to the information and explanation given to us, the Company has not granted loans secured or unsecured to firms, limited liability partnership and other parties. The Company has granted unsecured loan to companies, covered in the register maintained under section 189 of the Act. In respect of such loans,

(a) With respect to terms and conditions for loans granted to wholly owned subsidiary companies [Orchid Hotels Pune Private Limited (OHPPL) and Mahodadhi Palace Private Limited (MPPL)] due to adverse factors, which have affected the financial position of these entities, interest is waived off by the Company till the financial position of these entities improves. Further, in view of these developments, the aforesaid loan and outstanding interest thereon have been classified by the Company as doubtful of recovery and a provision has been made in the accounts for earlier year. In our opinion, in view of the above, the terms and conditions of the above loans are prejudicial to the interest of the Company.

(b) As mentioned above, interest is waived off by the Company. The terms of the arrangements stipulate that the principal is refundable as and when funds are available with the borrowers. Since the refund of principal is dependent on borrower, question of our comment on regularity of receipt of principal does not arise.

(c) As stated above, interest is waived off by the Company and considering the terms of repayment of principal, the question of our comment on the overdue amount for more than ninety days does not arise.

iv. According to the information and explanation given to us, the Company has not granted any loan or given any guarantee or provided any security to any of its directors or any person connected to directors which attracts the provisions of section 185 of the Act from the date when it became effective. The Company has not granted any loan, made investment, given any guarantee or provided securities from the date when this section become effective for which compliance u/s 186 of the Act is required. In view of the above, our comment on compliance of Section 185 and 186 of the Act is not required.

v. In our opinion and according to the information and explanation given to us, the Company has not accepted any deposits from the public within the meaning of provisions of Section 73 to 76 of the Act and the rules framed there under. We have been informed that no order relating to Company has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

vi. The Central Government has not prescribed maintenance of cost records under section 148(1) of the Act. Accordingly, clause (vi) of paragraph 3 the Order is not applicable to the Company.

vii. In respect of statutory dues:

(a) According to the information and explanations given to us and on the basis of our examination of records of the Company, in respect of amounts deducted / accrued in the books of accounts, the Company has been generally regular in depositing undisputed statutory dues including provident fund, employees'' state insurance, professional tax, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and any other material statutory dues, as applicable to the Company, during the period with the appropriate authorities except few delays in payment of goods and service tax (GST). According to the information and explanation given to us, there are no undisputed amounts payable in respect of statutory dues outstanding for more than six months from the date they become payable except goods and service tax of Rs. 1.14 lakhs pertaining to period July to August, 2017.

(b) According to the records of the Company and information and explanations given to us, there are no dues of income tax, sales tax, service tax, GST, customs duty, excise duty or cess which have not been deposited with appropriate authorities on account of any dispute except as tabulated under:

Name of the Statute

Nature of the dues

Amount (Rs. in lakhs)*

Period to which it pertains

Forum where dispute is pending

Maharashtra Value Added Tax Act, 2002

MVAT

15.64

2006-07

Joint Commissioner of Sales Tax (Appeals)

MVAT

12.42

2007-08

Joint Commissioner of Sales Tax (Appeals)

MVAT

13.95

2008-09

Joint Commissioner of Sales Tax (Appeals)

MVAT

6.91

2010-11

Joint Commissioner of Sales Tax (Appeals)

MVAT

274.97

2011-12

Joint Commissioner of Sales Tax (Appeals)

MVAT

37.09

2012-13

Joint Commissioner of Sales Tax (Appeals)

MVAT

5.01

2013-14

Joint Commissioner of Sales Tax (Appeals)

Maharashtra Tax on Luxuries Act 1987

Luxury Tax

1.11

2011-12

Joint Commissioner of Sales Tax (Appeals)

Luxury Tax

13.90

2012-13

Joint Commissioner of Sales Tax (LTU 4)

Luxury Tax

14.58

2013-14

Joint Commissioner of Sales Tax (LTU 4)

Finance Act, 1994

Service Tax

0.68

2012-13

Commissioner of Service Tax (Appeals) IV

Service Tax

0.52

2013-14

Commissioner of Service Tax (Appeals) IV

Service Tax

2.72

2013-14

Commissioner of Service Tax (Appeals) IV

* Net of amount paid under protest of Rs. 22.00 lakhs.

viii. In our opinion and according to the information and explanations given to us, the Company has defaulted in payment of interest and repayment of principal to banks and financial institution during the year as tabulated below:

Sr.No.

Name of the lender

Amount of default-( Rs.in lakhs)

Period of delay

Remarks

1

Canara bank (*)

5,839.31

1124 days

Principal

3,572.80

180 to 1276 days

Interest

2

Central Bank of India (**)

1,278.45

868 days

Principal

676.73

89 to 1124 days

Interest

3

Asset Reconstruction Company Enterprise Limited (Assigned by Tourism Finance Corporation of India)

258.00

1 to 25 days

Principal

4

Edelweiss Asset Reconstruction Limited (Assigned by Larsen & Toubro Infrastructure Finance Company Limited)

143.00

4 to 11 days

Principal

5

Asset Reconstruction Company Enterprise Limited (Assigned by State Bank of India)

1,000.00

1 to 73 days

Principal

6

Asset Reconstruction Company Enterprise Limited (Assigned by Andhra Bank)

300.00

1 to 54 days

Principal

Notes:

(*) This loan is settled and repaid fully during the year.

(**) This loan is settled during the year and repayment schedule has been revised. Accordingly, there is no continuing default at the year end.

The Company has not borrowed any money from the Government or by way of debentures.

ix. The Company has not raised money by way of initial public offer or further public offer [including debt instruments] & term loans during the year nor does it have opening unutilized term loan balance, hence clause (ix) of paragraph 3 of the Order is not applicable.

x. During the course of our examination of the books of account and records of the Company, carried out in accordance with generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across any incidence of fraud by the Company or any fraud on the Company by its employees / officers, nor have been informed of any such case by the management.

xi. In our opinion and accordingly information and explanation given to us, managerial remuneration has been paid / provided by the Company in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

xii. In our opinion, the Company is not a Nidhi company. Therefore, clause (xii) of paragraph 3 the Order is not applicable.

xiii. According to the information and explanations given to us and on the basis of our examination of records of the Company, transaction with related parties are in compliance with Section 188 of Act and have been disclosed in the standalone Ind AS financial statements as required under IndAS24, Related Party Disclosure specified under section 133 of the Act [Also refer note 43 of standalone Ind AS financial statements], read with Rule 7 of the Companies (Accounts) Rules 2014.

xiv. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Therefore, question of our comment on compliance with provisions of Section 42 of the Act does not arise.

xv. In our opinion and according to the information and explanations given to us, the Company has not entered into any non-cash transaction with directors or person connected with Director. Therefore, question of our comment on compliance with provisions of Section 192 of the Act does not arise.

xvi. In our opinion and according to the information and explanations given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

Annexure B to the Independent Auditor’s Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Kamat Hotels (India) Limited(“the Company”) as of 31st March 2018 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

Meaning of Internal Financial Controls over Financial Reporting

The Company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone Ind AS financial statements for external purposes in accordance with generally accepted accounting principles. The Company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of standalone Ind AS financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company''s assets that could have a material effect on the standalone Ind AS financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.

For N. A. Shah Associates LLP

Chartered Accountants

Firm Registration No.116560W/W100149

Sandeep Shah

Partner

Membership No. 37381

Place: Mumbai

Date: 28th May, 2018


Mar 31, 2016

INDEPENDENT AUDITORS’ REPORT

TO THE MEMBERS OF KAMAT HOTELS (INDIA) LIMITED Report on the Financial Statements

We have audited the accompanying standalone financial statements of KAMAT HOTELS (INDIA) LIMITED, (“the Company”) which comprise of the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2016, and its loss and its cash flows for the year on that date.

Emphasis of Matter

Attention is invited to:

1. Note 5.5 to the financial statements with regard to non-provision of interest liability of Rs, 277.27 lakhs, in respect of a lender as the same is disputed by the Company.

2. Note 38 to the financial statement with regard to default in repayment of part of the secured loans dues and failure of CDR mechanism in the previous year and its impact.

3. Note 39 to the financial statements, which indicate that the Company''s accumulated losses, are in excess of its paid up capital and reserves & surplus. These conditions along with other matters set forth in Note 38 to the financial statements, indicate the existence of a material uncertainty, which may cast significant doubt about the Company''s ability to continue as a going concern.

Our opinion is not qualified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms of subsection (11) of section 143 of the Act we give in the Annexure - “A”, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by section 143(3) of the Act, we report that:

(i) We have sought and obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit.

(ii) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

(iii) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report, are in agreement with the books of account.

(iv) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules 2014.

(v) On the basis of written representations received from the directors as on 31st March, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 3151 March, 2016 from being appointed as a director in terms of Sub-Section (2) of Section 164 of the Act.

(vi) Our report on adequacy of internal financial controls system over financial reporting of the Company and the operating effectiveness of such controls is given in Annexure “B”.

(vii) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

(i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 30 and 38 to the financial statements.

(ii) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

(iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

The Annexure referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements'' in our report of even date to the members of Kamat Hotels (India) Limited for the year ended 31st March, 2016. We report that:

1. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets installed at its various units.

(b) According to the information and explanations given to us, some of the fixed assets have been physically verified during the year by the management in accordance with a phased programme of verification, which in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. No material discrepancies were noticed on such verification.

(c) According to the records of the Company examined by us and the information and explanations given to us, the title deeds of immovable properties are held in the name of the company

2. In our opinion, physical verification of inventories has been conducted by the management at reasonable intervals. The discrepancies noticed on such verification by the management, were not material and have been properly dealt with in the books of account.

3. (a) In respect of the loans, secured or unsecured granted to companies, firms, limited liability partnerships or other parties covered in the

Register maintained under Section 189 of the Companies Act, 2013 (the Act):

(A) Unsecured loan of Rs, 19,646.40 lakhs to Orchid Hotels Pune Private Limited (OHPPL, a wholly owned subsidiary. Due to adverse factors, which have affected the financial position of OHPPL, there were defaults in repayment of loan and interest to its lenders and accordingly, the lenders of OHPPL declared it a non-productive asset in earlier year. In view of these developments, the aforesaid loan and outstanding interest thereon have been classified by the Company as doubtful of recovery and a provision has been made in the accounts for earlier year. In our opinion, in view of the above, the terms and conditions of the above loan were prejudicial to the interest of the Company.

(B) Unsecured loan of Rs, 827.66 lakhs to Fort Mahodadhinivas Palace Private Limited (FMPPL). In respect of this loan, in our opinion, the terms and conditions of the grant of such loan are not prejudicial to the interest of the Company.

(b) The above loans were not due for refund during the year and accordingly our comments on the regularity of receipt of the principal amount of these loans are not given. Interest has not been charged on the OHPPL loan for the year as the same was considered doubtful of recovery as mentioned above. Interest on the FMPPL loan has been charged but not recovered.

(c) There was no overdue amount in respect of the principal amount of the OHPPL loan given by the Company. The outstanding interest receivable on this loan was Rs, 4,198.16 lakhs, which could not be recovered hence written off as bad debt during the year. In respect of FMPPL loan, there was no overdue amount in respect of principal amount. The outstanding interest receivable on FMPPL Loan as at 31st March, 2016 was Rs, 175.25 lakhs.

4. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 186 of the Act in respect of loans given, investments made, guarantees given and securities provided. Section 185 of the Act is not applicable for the Company during the year.

5 According to the information and explanations given to us, the Company has not accepted any deposit during the year and accordingly the question of complying with section 73 and 76 of the Act does not arise. We are informed that the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court has not passed any Order.

6 The maintenance of cost records has not been prescribed for any of the products / services of the Company under sub-section (1) of section 148 of the Act.

7 (a) According to the records of the Company, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, service tax, customs duty, excise duty, value added tax, cess and other material statutory dues applicable to it though there has been a slight delay in a few cases. According to the information and explanations given to us, there were no arrears of undisputed amounts payable in respect of above statutory dues which were outstanding as at the last day of the financial year for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there is no non-deposit with appropriate authorities of disputed dues of sales-tax, service tax, customs duty, excise duty or cess except in a few cases. Details of such disputed income-tax, value added tax and luxury tax are as under:

Name of the Stature / Nature of the dues and period

Amount involved ('' in lakhs)

Forum where dispute is pending

Income-tax on regular assessment under Income Tax Act, 1961 - Assessment year 2006-07

10.735

Income Tax Appellate Tribunal

Income-tax on regular assessment under Income Tax Act, 1961 - Assessment year 2008-09

126.19 6

Income Tax Appellate Tribunal

Income-tax on regular assessment under Income Tax Act, 1961 - Assessment year 2008-09

(pertaining to an erstwhile Company merged with the Company in the previous year)

10.02 7

Income Tax Appellate Tribunal

Income-tax on regular assessment under Income Tax Act, 1961 - Assessment year 2010-11

10.69 (b)

Commissioner of Income-tax (Appeals)

Income-tax on regular assessment under Income Tax Act, 1961 - Assessment year 2010-11

(pertaining to an erstwhile Company merged with the Company in the previous year)

6.56

Commissioner of Income-tax (Appeals)

Income-tax on regular assessment under Income Tax Act, 1961 - Assessment year 2011-12

8.94 8

Commissioner of Income-tax (Appeals)

Income-tax on regular assessment under Income Tax Act, 1961 - Assessment year 2012-13

105.53

Commissioner of Income-tax (Appeals)

Income-tax on regular assessment under Income Tax Act, 1961 - Assessment year 2013-14

214.74

Commissioner of Income-tax (Appeals)

VAT on regular assessment under Maharashtra Value Added Tax Act , 2002 - Year 2006-07

18.64 9

Joint Commissioner of Sales-tax (Appeals)

VAT on regular assessment under Maharashtra Value Added Tax Act , 2002 - Year 2007-08

15.42 (e)

Joint Commissioner of Sales-tax (Appeals)

VAT on regular assessment under Maharashtra Value Added Tax Act , 2002 - Year 2008-09

15.95 (e)

Joint Commissioner of Sales-tax (Appeals)

VAT on regular assessment under Maharashtra Value Added Tax Act , 2002 - Year 2009-10

61.71 (e)

Joint Commissioner of Sales-tax (Appeals)

VAT on regular assessment under Maharashtra Value Added Tax Act , 2002 - Year 2010-11

8.91 (e)

Joint Commissioner of Sales-tax (Appeals)

VAT on regular assessment under Maharashtra Value Added Tax Act , 2002 - Year 2011-12

279.97 10

Joint Commissioner of Sales-tax (Appeals)

Luxury Tax on regular assessment under Maharashtra Tax on Luxury Act, 1987 - Year 2011-12

1.11

Joint Commissioner of Sales-tax (Appeals)

VAT on regular assessment under Orissa Value Added Tax Act, 2004 - Year 2012-13 & 2013-14

2.3111

Joint Commissioner Appellate Unit BBSR

VAT on regular assessment under Central Sales Tax Act, 1956 - Year 2012-13 & 2013-14

2.85(g)

Joint Commissioner Appellate Unit BBSR

8. In our opinion and according to the information and explanations given to us, the Company has defaulted in payment of interest and payment of principal to financial institution and banks during the year under report as under:

S.No.

Name of the lender

Amount of default - Rs, in lakhs

Period of delay

Remarks

1

Canara Bank

5,839.31

580 days

Principal

2,058.39

1 to 732 days

Interest

2

Andhra Bank

4,934.02

608 days

Principal

1,526.75

1 to 763 days

Interest

3

Central Bank of India

1,278.45

415 days

Principal

409.71

1 to 671 days

Interest

4

Bank of India

1,085.67

441 days

Principal

347.93

1 to 671 days

Interest

5

Corporation Bank

639.70

423 days

Principal

204.85

1 to 671 days

Interest

6

Syndicate Bank

868.92

485 days

Principal

278.41

1 to 671 days

Interest

7

IL&FS Financial Services Limited

1598.78

346 days

Principal

. The Company has not borrowed any money from the Government or by way of debentures.

9 According to the information and explanations given to us, the Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) and term loans during the year

10 During the course of our examination of the books of account and records of the Company carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across any instances of fraud by the Company or any fraud on the Company by its officers and employees was noticed or reported during the year, nor have we been informed of any such instance by the management.

11 According to the records of the Company examined by us and the information and explanations given to us, managerial remuneration has been paid / provided by the Company in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

12 The Company is not a Nidhi Company hence our comments as required under clause 3 (xii) of the Order is not applicable to the Company.

13 In our opinion and according to the records of the Company examined by us and the information and explanations given to us, the transactions entered into by the Company during the year with related parties are in compliance with the provisions of Section 177 and 188 of the Act, where applicable and the details thereof have been disclosed in the Financial Statements etc. as required by the applicable accounting standards.

14 According to the information and explanations given to us, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

15 According to the records of the Company examined by us and the information and explanations given to us, the Company has not entered into any non-cash transactions referred to in section 192 of the Act with directors of the Company or persons connected with them during the year.

16 According to the information and explanations given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

The Annexure referred to in paragraph 2 (vi) under ‘Report on Other Legal and Regulatory Requirements'' in our report of even date to the members of KAMAT HOTELS (INDIA) LIMITED for the year ended 31s March, 2016. We report that:

Report on the Internal Financial Controls over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Kamat Hotels (India) Limited (“the Company”) as of 31st March, 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditure of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For J.G.VERMA & CO.

Chartered Accountants

(Registration No. 111381W)

J.G.VERMA

Partner

Membership No. 5005

Mumbai: 28th May, 2016


Mar 31, 2015

We have audited the accompanying standalone financial statements of KAMAT HOTELS (INDIA) LIMITED, ("the Company") which comprise of Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended and a summary of significant accounting policies and otherexplanatory information.

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, and its loss and its cash flows for the year on that date.

Matter of Emphasis

Attention is invited to:

1. Note No. 15.1 to the financial statements with regard to investment made and loan and interest receivable from Orchid Hotels Pune Private Limited, a wholly owned subsidiary of the Company and provision of Rs. 23,844.56 lakhs made for doubtful amounts and no provision required for any diminution in the value of investment of Rs. 9,327.75 lakhs in the aforesaid subsidiary.

2. Note 6.5 to the financial statements with regard to non-provision of interest liability of Rs. 530.03 lakhs, in respect of two lenders as the same is disputed by the Company.

3. Note 39 to the financial statement with regard to default in repayment of part of the secured loans dues and failure of CDR mechanism during the year and its impact.

4. Note 40 to the financial statements, which indicate that the Company''s accumulated losses, are in excess of its paid up capital and reserves & surplus. These conditions along with other matters set forth in Note 39 to the financial statements, indicate the existence of a material uncertainty, which may cast significant doubt about the Company''s ability to continue as a going concern.

Our opinion is not qualified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2015 ("the Order"), issued by the Central Government of India in terms of sub- section (11) of section 143 of the Companies Act, 2013, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by section 143(3) of the Act, we report that:

(i) We have sought and obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit.

(ii) in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

(iii) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report, are in agreement with the books of account.

(iv) in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules 2014.

(v) On the basis of written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Sub-Section (2) of Section 164 of the Act.

(vi) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

(i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 31 to the financial statements.

(ii) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

(iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

ANNEXURE TO THE AUDITORS'' REPORT

The Annexure referred to in our report to the members of Kamat Hotels (India) Limited for the year ended 31st March, 2015. We report that:

1. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets installed at its various units.

(b) According to the information and explanations given to us, some of the fixed assets have been physically verified during the year by the management in accordance with a phased programme of verification, which in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. No material discrepancies were noticed on such verification.

2. (a) As explained to us, physical verification of inventories has been conducted by the management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records of the Company, we are of the opinion that the Company is maintaining proper records of inventory. Discrepancies, which were noticed on physical verification of inventory as compared to book records, were not material and have been properly dealt with in the books of account.

3. (a) In respect of the loans, secured or unsecured granted to companies, firms or other parties covered in the Register maintained under Section 189 ofthe Companies Act, 2013:

The Company has granted following unsecured loans to its wholly owned subsidiaries:

(A) Rs. 19,646.40 lakhs to Orchid Hotels Pune Private Limited (OHPPL). Due to adverse factors, which have affected the financial position of OHPPL, there were defaults in repayment of loan and interest to its lenders and accordingly, the lenders of OHPPL declared it a non-productive asset during the year under report. In view of these developments, the aforesaid loan and outstanding interest thereon have been classified by the Company as doubtful of recovery and a provision has been made in the accounts for the year under report.

(B) Rs. 827.66 lakhs to Fort Mahodadhinivas Palace Private Limited (FMPPL).

(b) The above loans were not due for refund during the year and accordingly our comments on the regularity of receipt of the principal amount of these loans are not given. Interest has not been charged on the OHPPL loan for the year as the same was considered doubtful of recovery as mentioned above. Interest on the FMPPL has been charged but partially recovered.

(c) There was no overdue amount in excess of Rupees one lakh in respect of the principal amount of the OHPPL loan given by the Company. The outstanding interest receivable on this loan as at 31st March, 2015 was Rs. 4,198.16 lakhs, which could not be recovered and provided for as doubtful of recovery. In respect of FMPPL loan, there was no overdue amount in excess of Rupees one lakh in respect of principal amount. The outstanding interest receivable on FMPPL Loan as at 31st March, 2015 was Rs. 85.62 lakhs.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control system.

5 According to the information and explanations given to us, the Company has not accepted any deposit during the year and accordingly the question of complying with section 73 and 76of the Companies Act 2013 does not arise. We are informed that the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court has not passed any Order.

6 The maintenance of cost records has not been prescribed for any of the products of the Company under sub-section (1) of section 148 of the Companies Act.

7 (a) According to the records of the Company, the Company is generally regular in depositing with appropriate authorities undisputed

statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, value added tax, cess and other material statutory dues applicable to it though there has been a slight delay in a few cases. According to the information and explanations given to us, there were no arrears of undisputed amounts payable in respect of above statutory dues which were outstanding as at the last day ofthe financial year for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there is no non-deposit with appropriate authorities of disputed dues of sales-tax, wealth tax, service tax, customs duty, excise duty or cess except in a few cases. Details of such disputed income-tax, value added tax and luxury tax are as under:

Name of the Stature / Nature Amount involved of the dues and period (Rupees in lakhs)

Income-tax on regular assessment under Income 10.73 Tax Act, 1961 - Assessment year 2006-07

Income-tax on regular assessment under Income - 126.19 Tax Act, 1961 - Assessment year 2008-09

Income-tax on regular assessment under Income - 10.02 Tax Act, 1961 - Assessment year 2008-09 (pertaining to an erstwhile Company merged with the Company in the previous year)

Income-tax on regular assessment under Income - 10.69 Tax Act, 1961 Assessment year 2010-11

Income-tax on regular assessment under Income 6.56 Tax Act, 1961 - Assessment year 2010-11 (pertaining to an erstwhile Company merged with the Company in the previous year)

Income-tax on regular assessment under Income 8.94 Tax Act, 1961 - Assessment year 2011-12

Income-tax on regular assessment under Income 105.53 Tax Act, 1961 - Assessment year 2012-13

VAT on regular assessment under Maharashtra 15.40 Value Added Tax Act, 2002 - Year 2005-06

VAT on regular assessment under Maharashtra 18.64 Value Added Tax Act, 2002 - Year 2006-07

VAT on regular assessment under Maharashtra 15.42 Value Added Tax Act, 2002 - Year 2007-08

VAT on regular assessment under Maharashtra 15.95 Value Added Tax Act, 2002 - Year 2008-09

VAT on regular assessment under Maharashtra 61.71 Value Added Tax Act, 2002 - Year 2009-10

VAT on regular assessment under Maharashtra 8.91 Value Added Tax Act, 2002 - Year 2010-11

Luxury Taxon regular assessment under Maharashtra Taxon 1.11 Luxury Act, 1987 - Year 2011-12

Name of the Stature Forum where dispute is pending

Income Tax Act 1961 Income Tax Appellate Tribunal

Income Tax Act 1961 Income Tax Appellate Tribunal

Income Tax Act 1961 Income Tax Appellate Tribunal

Income Tax Act 1961 Commissionerof Income-tax (Appeals)

Income Tax Act 1961 Commissionerof Income-tax (Appeals)

Income Tax Act 1961 Commissionerof Income-tax (Appeals)

Income Tax Act 1961 Commissionerof Income-tax (Appeals)

Value Added Tax Act, 2002 Joint Commissioner of Sales-tax (Appeals)

Value Added Tax Act, 2002 Joint Commissioner of Sales-tax (Appeals)

Value Added Tax Act, 2002 Joint Commissioner of Sales-tax (Appeals)

Value Added Tax Act, 2002 Joint Commissioner of Sales-tax (Appeals)

Value Added Tax Act, 2002 Joint Commissioner of Sales-tax (Appeals)

Value Added Tax Act, 2002 Joint Commissioner of Sales-tax (Appeals)

Value Added Tax Act, 2002 Joint Commissioner of Sales-tax (Appeals)

(a) A sum of Rs. 2.28 lakhs has been recovered by the Department against this demand.

(b) These demands have been fully recovered by the Department.

(c) A sum of Rs. 8.77 lakhs has been recovered by the Department against this demand.

(d) A sum of Rs. 8.69 lakhs has been recovered by the Department against this demand.

(e) A sum of Rs. 16.00 lakhs has been deposited by the company against this demand, pending disposal of appeal.

(c) The Company has transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there underwithin time.

8 The Company''s accumulated losses at the end of the financial year are in excess of fifty percent of its net worth and the Company has incurred cash losses during the financial year under report, however no such cash losses have been incurred during the immediately preceding financial year.

9 In our opinion and according to the information and explanations given to us, the Company has defaulted in (i) payment of interest of Rs. 4,748.06 lakhs to a financial institution and banks consisting of delays of 1 day to 397 days, (ii) payment of principal of Rs. 31,993.87 lakhs to a financial institution and banks consisting of delays of 1 day to 366 days, during the year under report. The Company has not borrowed any money by way of debentures.

10 The Company has given a guarantee of Rs. 20,434.00 lakhs to a bank for a secured loan taken by its wholly owned subsidiary, viz. Orchid Hotels Pune Private Limited (OHPPL). OHPPL defaulted in repayment of loan and payment of interest to the said bank during the year and accordingly it was declared a non-performing asset by the said bank and proceedings under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 have been initiated against the subsidiary by the said bank in the previous year, which are continuing. Considering the aforesaid development coupled with various other adverse factors being faced by the said subsidiary and the fact that said guarantee is not covered by any security, the same, in our opinion, is prejudicial to the interest of the Company. In our opinion, the terms and conditions on which the Company has given other guarantee for loan taken by a joint venture company from bank, are prima facie not prejudicial to the interest of the Company.

11 According to the information and explanations given to us, term loan taken during the year was applied for the purpose for which the same was obtained.

12 To the best of our knowledge and belief, and according to the information given to us, no fraud by the Company and no significant fraud on the Company has been noticed or reported during the year.

For J.G.VERMA & CO. Chartered Accountants (Registration No.111381W)

J.G.VERMA Partner Membership No. 5005

Mumbai: 30th May, 2015


Mar 31, 2014

We have audited the accompanying financial statements of KAMAT HOTELS (INDIA) LIMITED, ("the Company") which comprise the Balance Sheet as at 31st March, 2014, the Statement of profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notifed under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is suffcient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) In the case of the Balance Sheet, of the state of the affairs of the Company as at 31st March, 2014;

(ii) In the case of the Statement of profit and Loss, of the loss of the Company for the year ended on that date; and

(iii) In the case of Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

Matter of Emphasis

1. Attention is invited to Note No. 15.1 to the financial statements with regard to investment made and loan and interest receivable from Orchid Hotels Pune Private Limited, a wholly owned subsidiary of the Company and provision of Rs. 23,844.56 lakhs made for doubtful amounts and no provision required for any diminution in the value of investment of Rs. 9,327.75 lakhs in the aforesaid subsidiary.

2. Attention is invited to Note No. 27.3 to the financial statements with regard to payment of excess remuneration of Rs. 24.72 lakhs to the Executive Chairman and Managing Director of the Company for the period from 1st April, 2013 to 30th September, 2013, which is subject to approval of the Central Government for which the Company has proposed to make an application for waiver of recovery of excess remuneration after the same is approved by the shareholders in the ensuing Annual General Meeting.

3. Attention is invited to Note No. 6.4 (a) to the financial statements with regard to default in repayment of part of the secured loans and interest thereon to the extent of Rs. 21,136.67 lakhs by 31st March, 2014 covered under CDR approval. The Company has made an application for restructuring the restructured loans and unpaid interest, which is pending disposal. Pending disposal of this application, no adjustment has been made in the accounts in respect of the above default and the loans and unpaid interest have continued to be classifed under current maturities under the head "Current Liabilities".

4. Our opinion is not qualified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

(a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(c) The Balance Sheet, the Statement of profit and Loss and the Cash Flow Statement dealt with by this report, are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, the Statement of profit and Loss and the Cash Flow Statement dealt with by this report, comply with the applicable Accounting Standards notifed under the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013; and

(e) On the basis of written representations received from the directors of the Company, and taken on record by the Board of Directors, we report that none of the directors of the Company is disqualified as on 31st March, 2014 from being appointed as a director under clause (g) of sub-section (1) of Section 274 of the Act.

ANNEXURE TO THE AUDITORS'' REPORT The Annexure referred to in our report to the members of Kamat Hotels (India) Limited for the year ended 31st March, 2014. We report that:

1. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets installed at its various units.

(b) According to the information and explanations given to us, some of the fixed assets have been physically verifed during the year by the management in accordance with a phased programme of verifcation, which in our opinion, provides for physical verifcation of all the fixed assets at reasonable intervals. No material discrepancies were noticed on such verifcation.

(c) There has not been any significant disposal of fixed assets during the year affecting the going concern status.

2. (a) As explained to us, physical verifcation of inventories has been conducted by the management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verifcation of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records of the Company, we are of the opinion that the Company is maintaining proper records of inventory. Discrepancies, which were noticed on physical verifcation of inventory as compared to book records, were not material and have been properly dealt with in the books of account.

3. In respect of the loans, secured or unsecured granted to companies, firms or other parties covered in the Register maintained under Register 301 of the Companies Act, 1956:

(a) The Company has given an unsecured loan of Rs.19,646.40 lakhs (maximum balance Rs. 19,654.26 lakhs) to one of its wholly owned subsidiaries, viz. Orchid Hotels Pune Private Limited (OHPPL). Due to adverse factors, which have affected the financial position of OHPPL, there were defaults in repayment of loan and interest to its lenders and accordingly, the lenders of OHPPL declared it a non- productive asset during the year under report. In view of these developments, the aforesaid loan and outstanding interest thereon have been classifed by the Company as doubtful of recovery and a provision has been made in the accounts for the year under report.

(b) In our opinion and according to the information and explanations given to us, the terms and conditions of the above loan are prima facie not prejudicial to the interest of the Company except to the extent mentioned above.

(c) The above loan was not due for refund during the year and accordingly our comments on the regularity of receipt of the principal amount of this loan are not given. Interest has been charged upto 31st December, 2013 but not recovered. No interest has been charged for the period thereafter as the loan was considered doubtful of recovery as mentioned above.

(d) There was no overdue amount in excess of Rupees one lakh in respect of the principal amount of the loan given by the Company. The outstanding interest receivable as at 31st March, 2014 was Rs. 4,198.16 lakhs, which has been provided for as doubtful of recovery.

(e) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the Register maintained under Register 301 of the Companies Act, 1956. Accordingly, paragraphs 4 (iii) (e) to 4 (iii) (g) of the Order are not applicable.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control system.

5. To the best of our knowledge and belief and according to the information and explanations given to us, in our opinion, (a) the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section; and (b) such transactions exceeding the value of Rupees five lakhs in respect of any party during the year have been made at prices, which are reasonable having regard to prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public within the meaning of Section 58A, 58AA and other provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975. Hence the clause (vi) of the Order is not applicable to the Company.

7. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

8. The maintenance of cost records has not been prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956 for any of the products of the Company.

9. (a) According to the records of the Company and the information and explanations given to us, the Company has generally been regular in depositing undisputed statutory dues, including provident fund, investor education and protection fund, employees state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and other applicable statutory dues with the appropriate authorities during the year though there has been a slight delay in a few cases. According to the information and explanations given to us, there are no amounts payable in respect of undisputed statutory dues as at 31st March, 2014 which were outstanding for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and on the basis of our examination of the documents and records, there are no cases of non-deposit with appropriate authorities of disputed dues of sales-tax, wealth tax, service tax, customs duty, excise duty, cess. The details of disputed income-tax are as under:

Name of the Stature / Nature Amount involved Forum where dispute of the dues and period (Rs. in lakhs) is pending

Income-tax on regular assessment under Income Tax Act, 10.73(a) Income Tax Appellate Tribunal 1961 - Assessment year 2006-07

Income-tax on regular assessment under Income Tax Act, 126.19(b) Income Tax Appellate Tribunal 1961 - Assessment year 2008-09

Income-tax on regular assessment under Income Tax Act, 10.02 (c) Income Tax Appellate Tribunal 1961 - Assessment year 2008-09 (pertaining to an erstwhile Company merged with the Company in the previous year)

Income-tax on regular assessment under Income Tax Act, 10.69(b) Commissioner of Income-tax (Appeals) 1961 - Assessment year 2010-11

Income-tax on regular assessment under Income Tax Act, Commissioner of Income-tax (Appeals) 1961 - Assessment year 2010-11 6.56 (pertaining to an erstwhile Company merged with the Company in the previous year)

Income-tax on regular assessment under Income Tax Act, 8.94(d) Commissioner of Income-tax (Appeals) 1961 - Assessment year 2011-12

VAT on regular assessment under Maharashtra Value Added 15.40(e) Joint Commissioner of Sales-tax (Appeals) Tax Act , 2002 – Year 2005-06

VAT on regular assessment under Maharashtra Value Added Joint Commissioner of Sales-tax (Appeals) 18.64 Tax Act , 2002 – Year 2006-07

VAT on regular assessment under Maharashtra Value Added Joint Commissioner of Sales-tax (Appeals) 15.95(e) Tax Act , 2002 – Year 2008-09

VAT on regular assessment under Maharashtra Value Added Joint Commissioner of Sales-tax (Appeals) 61.71 Tax Act , 2002 – Year 2009-10

(a) A sum of Rs. 2.28 lakhs has been recovered by the Department against this demand.

(b) These demands have been fully recovered by the Department.

(c) A sum of Rs. 8.78 lakhs has been recovered by the Department against this demand.

(d) A sum of Rs. 8.69 lakhs has been recovered by the Department against this demand.

(e) A sum of Rs. 2.00 lakhs has been deposited by the Company against this demand, pending disposal of appeal.

10. The Company does not have accumulated losses at the end of the financial year and has not incurred any cash losses either during the financial year under report or immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has defaulted in (i) payment of interest of Rs.1,674.61 lakhs to a financial institution and banks consisting of delays of 1day to 60 days, which have been paid before the year-end; (ii) payment of principal of Rs. 5.02 lakhs and interest of Rs. 669.13 lakhs to a financial institution and banks consisting of delays of 1 day to 32 days, which were outstanding at the year end; and (iii) repayment of principal loan of Rs. 3,913.45 lakhs to a financial institution and Rs. 16,107.78 lakhs to banks, which were due for payment by 31st March, 2014 in terms of the Corporate Debt Restructuring (CDR) approved by the CDR Empowered Group as explained in Note 6.4(a)of Notes to Financial Statements. The Company has not borrowed any money by way of debentures.

12. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities during the year.

13. The provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund / societies are not applicable to the Company.

14. The Company is not a dealer or trader in shares, securities, debentures, and other investments.

15. The Company has given a guarantee of Rs. 20,434.00 lakhs to a bank for a secured loan taken by its wholly owned subsidiary, viz. Orchid Hotels Pune Private Limited (OHPPL). OHPPL defaulted in repayment of loan and payment of interest to the said bank during the year and accordingly it was declared a non-performing asset by the said bank and proceedings under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 have been initiated against the subsidiary by the said bank. Considering the aforesaid development which took place during the year coupled with various adverse factors being faced by the said subsidiary and the fact that said guarantee is not covered by any security, the same, in our opinion, is prejudicial to the interest of the Company. In our opinion, the terms and conditions on which the Company has given other guarantee for loan taken by a joint venture company from bank, are prima facie not prejudicial to the interest of the Company.

16. According to the information and explanations given to us, no new term loans were raised by the Company during the year under report and accordingly our comments on the utilization of the loans are not applicable.

17. According to the information and explanations given to us and on an overall examination of the Balance sheet of the Company, we report that the Company has not raised any funds on short term basis which have been used during the year for long term investment.

18. The Company has made preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956 as follows: (i) 28,61,035 equity shares to the shareholders of Kamat Holiday Resorts Private Limited, Kamats Restaurants Private Limited and Kamats Holiday Resorts (Silvassa) Limited under the Composite Scheme of Arrangement and Amalgamation in terms of Section 391 and 394 of the Act duly approved by the High Court vide Order dated 13th January, 2012; and (ii) 16,29,629 equity shares to two promoter companies pursuant to the scheme of Corporate Debt Restructuring during the year. In our opinion, the price at which these shares have been allotted is not prejudicial to the interest of the Company.

19. The Company has not issued debentures and hence the clause (xix) of Paragraph 4 of the Order is not applicable.

20. The Company has not raised money by public issue during the year.

21. To the best of our knowledge and belief, and according to the information given to us, no fraud on or by the Company was noticed or reported during the year.

For J.G.VERMA & CO.

Chartered Accountants (Registration No. 111381W)

J.G.VERMA

Partner Membership No. 5005

Mumbai: 28th May, 2014


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying fnancial statements of KAMAT HOTELS (INDIA) LIMITED, ("the Company") which comprise of Balance Sheet as at 31st March, 2013, the Statement of Proft and Loss and the Cash Flow Statement for the year then ended and a summary of signifcant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these fnancial statements that give a true and fair view of the fnancial position, fnancial performance and cash fows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the fnancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these fnancial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the fnancial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fnancial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the fnancial statements, whether due to fraud or error. In making those risks assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the fnancial statements in order to design audit procedure that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting principles used and the reasonableness of the accounting estimates made by the management, as well as evaluating the overall presentation of the fnancial statements.

We believe that the audit evidence we have obtained is suffcient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the fnancial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) In the case of the Balance Sheet, of the state of the affairs of the Company as at 31st March, 2013;

(ii) In the case of the Statement of Proft and Loss, of the loss of the Company for the year ended on that date; and

(iii) In the case of Cash Flow Statement, of the cash fows of the Company for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specifed in paragraphs 4 and 5 of the Order

2. As required by section 227 (3) of the Act, we report that:

(a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(c) The Balance Sheet, the Statement of Proft and Loss and the Cash Flow Statement dealt with by this report, are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, the Statement of Proft and Loss and the Cash Flow Statement dealt with by this report, comply with the applicable Accounting Standards referred to in sub-section (3-C) of Section 211 of the Companies Act, 1956; and

(e) On the basis of written representations received from the Directors of the Company, and taken on record by the Board of Directors, we report that none of the directors of the Company is disqualifed as on 31st March, 2013 from being appointed as a director under clause (g) of sub-section (1) of Section 274 of the Act.

ANNEXURE TO THE AUDITORS'' REPORT

The Annexure referred to in our report to the members of Kamat Hotels (India) Limited for the year ended 31st March, 2013. We report that:

1. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fxed assets installed at its various units.

(b) According to the information and explanations given to us, some of the fxed assets have been physically verifed during the year by the management in accordance with a phased programme of verifcation, which in our opinion, provides for physical verifcation of all the fxed assets at reasonable intervals. No material discrepancies were noticed on such verifcation.

(c) There has not been any signifcant disposal of fxed assets during the year affecting the going concern status.

2. (a) As explained to us, physical verifcation of inventories has been conducted by the management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verifcation of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records of the Company, we are of the opinion that the company is maintaining proper records of inventory. Discrepancies, which were noticed on physical verifcation of inventory as compared to book records, were not material and have been properly dealt with in the books of account.

(3) In respect of the loans, secured or unsecured granted to or taken from companies, frms or other parties covered in the Register maintained under Register 301 of the Companies Act, 1956:

(a) The Company has given an unsecured loan of Rs. 19,648.99 lakhs (maximum balance Rs. 19,648.99 lakhs) to one of its subsidiaries.

(b) In our opinion and according to the information and explanations given to us, the terms and conditions of the above loan are prima facie not prejudicial to the interest of the Company.

(c) The above loan was not due for refund during the year and accordingly our comments on the regularity of receipt of the principal amount of this loan are not given. Interest has been charged but not recovered.

(d) There was no overdue amount in excess of Rupees one lakh in respect of the principal amount of the loan given by the Company. The outstanding interest receivable as at 31st March, 2013 was Rs. 2,355.25 lakhs.

(e) Unsecured interest free loans aggregating to Rs. 43.79 lakhs (maximum balance Rs. 43.79 lakhs) from four such parties were transferred to the Company under the Composite Scheme of Arrangement and Amalgamation in the previous year which have been fully repaid by the Company during the year under report.

(f) As stated above, the above loans have been fully repaid during the year and accordingly our comments on the regularity of payment of the principal amount are not given.

4. In our opinion, and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fxed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control system.

5. To the best of our knowledge and belief and according to the information and explanations given to us, in our opinion, (a) the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section; and (b) such transactions exceeding the value of Rupees fve lakhs in respect of any party during the year have been made at prices, which are reasonable having regard to prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public within the meaning of Section 58A 58AA and other provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975. Hence the clause (vi) of the Order is not applicable to the Company.

7. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

8. The maintenance of cost records has not been prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956 for any of the products of the Company.

9. (a) According to the records of the Company and the information and explanations given to us, the Company has generally been regular in depositing undisputed statutory dues, including provident fund, investor education and protection fund, employees state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and other applicable statutory dues with the appropriate authorities during the year though there has been a slight delay in a few cases. According to the information and explanations given to us, there are no amounts payable in respect of undisputed statutory dues as at 31st March, 2013 which were outstanding for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and on the basis of our examination of the documents and records, there are no cases of non-deposit with appropriate authorities of disputed dues of sales-tax, wealth tax, service tax, customs duty, excise duty, cess. The details of disputed income-tax are as under:

Name of the Stature / Nature Amount Forum where dispute of the dues and period (Rupees in lakhs) is pending

Income Tax Act, 1961 - Assessment year 2006-07 2.89 Income Tax Appellate Tribunal

Income Tax Act, 1961 - Assessment year 2008-09 728.40 (*) Income Tax Appellate Tribunal

Income Tax Act, 1961 - Assessment year 2008-09 6.21 Income Tax Appellate Tribunal (pertaining to an erstwhile Company merged with the Company)

Income Tax Act, 1961 - Assessment year 2010-11 6.01 Commissioner of Income-tax (Appeals)

(*) On giving effect to Order in frst appeal, which is pending, this demand will get reduced to Rs. 190.27 lakhs.

10. The Company does not have accumulated losses at the end of the fnancial year and has not incurred any cash losses either during the fnancial year under report or immediately preceding fnancial year.

11. Based on our audit procedures and the information and explanations given to us and in view of Corporate Debt Restructuring (CDR) approved by the CDR Empowered Group as explained in Note 6.4 of Notes to Financial Statements, the Company has not defaulted in repayment of dues to fnancial institution and banks. The Company has not borrowed any money by way of debentures.

12. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities during the year.

13. The provisions of any special statute applicable to chit fund / nidhi / mutual beneft fund / societies are not applicable to the Company.

14. The Company is not a dealer or trader in shares, securities, debentures, and other investments.

15. According to the information and explanations given to us, the Company has given guarantees for loans taken by others from banks, the terms and conditions whereof, in our opinion, are not prima facie prejudicial to the interest of the Company.

16. According to the information and explanations given to us, the term loans raised by the Company were, prima facie applied by the Company during the year for the purposes for which the loans were obtained.

17. According to the information and explanations given to us and on an overall examination of the Balance sheet of the Company, we report funds raised on short term basis have, prima facie, not been used during the year for long term investment.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

19. The Company has not issued debentures and hence the clause (xix) of Paragraph 4 of the Order is not applicable.

20. The Company has not raised money by public issue during the year,

21. To the best of our knowledge and belief, and according to the information given to us, no fraud on or by the Company was noticed or reported during the year.

For J.G.VERMA & CO.

Chartered Accountants

(Registration No. 111381W)

J.G.VERMA

Partner

Membership No. 5005

Mumbai: 25th May, 2013


Mar 31, 2012

We have audited the attached Balance Sheet of KAMAT HOTELS (INDIA) LIMITED, as at 31st March, 2012 and also the Statement of Profit and Loss and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the Auditing Standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditor's Report) Order, 2003, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, and on the basis of such checks as we considered appropriate, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to above, we report that:

1. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit.

2. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

3. The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report, are in agreement with the books of account.

4. In our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report, comply with the applicable Accounting Standards referred to in sub-section (3-C) of Section 211 of the Companies Act, 1956.

5. On the basis of written representations received from the Directors of the Company, and taken on record by the Board of Directors, we report that none of the directors of the Company is disqualified as on 31st March, 2012 from being appointed as a director under clause (g) of sub- section (1) of Section 274 of the Companies Act, 1956.

6. In our opinion and to the best of our information and according to the explanations given to us, they said accounts, read together with the Significant Accounting Policies and other notes appearing thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of the affairs of the Company as at 31st March, 2012;

(ii) in the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date; and

(iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE REFERRED TO IN OUR REPORT OF EVEN DATE

1. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets installed at its various units.

(b) According to the information and explanations given to us, some of the fixed assets have been physically verified during the year by the management in accordance with a phased programme of verification, which in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. No material discrepancies were noticed on such verification.

(c) There has not been any significant disposal of fixed assets during the year affecting going concern.

2. (a) As explained to us, physical verification of inventories has been conducted by the management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records of the Company, we are of the opinion that the company is maintaining proper records of inventory. Discrepancies, which were noticed on physical verification of inventory as compared to book records, were not material and have been properly dealt with in the books of account.

3. In respect of the loans, secured or unsecured granted to and taken from the companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956:

(a) The Company has given an unsecured loan of Rs. 15,527.66 lakhs (maximum balance Rs. 15,583.37 lakhs) to one of its subsidiaries.

(b) In our opinion and according to the information and explanations given to us, the terms and conditions of the above loan are prima facie not prejudicial to the interest of the Company.

(c) The above loan was not due for refund during the year and accordingly our comments on the regularity of receipt of the principal amount of this loan are not given. Interest has been charged but not recovered.

(d) There was no overdue amount in excess of Rupees one lakh in respect of the principal amount of the loan given by the Company. The outstanding interest receivable as at 31st March, 2012 wasRs. 1,762.65 lakhs out of which a sum ofRs. 1,433.00 lakhs has been recovered after the close of the year.

(e) The Company had taken an unsecured loan of Rs. 380.00 lakhs (maximum balanceRs. 380.00 lakhs)from a Company, which got merged with the Company under the Composite Scheme of Arrangement and Amalgamation during the year and accordingly the said loan got eliminated on giving effect to the aforesaid Scheme. No interest was payable on the said loan. Further, unsecured interest free loans aggregating to Rs. 43.79 lakhs (maximum balance Rs. 43.79 lakhs) from four such parties were transferred to the Company under the above referred scheme.

(f) The above loans are not stipulated to be repaid during the year and accordingly our comments on the regularity of payment of the principal amount are not given. However, the above loans have been repaid in full after the close of the financial year.

4. In our opinion, and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control system.

5. To the best of our knowledge and belief and according to the information and explanations given to us, (a) in our opinion, the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section; and (b) such transactions exceeding the value of Rupees five lakhs in respect of any party during the year have been made at prices, which are reasonable having regard to prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public within the meaning of Section 58A58AAand other provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975. Hence the clause (vi) of the Order is not applicable to the Company.

7. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

8. The maintenance of cost records has not been prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956 for any of the products of the Company.

9. (a) According to the records of the Company and the information and explanations given to us, the Company has generally been regular in depositing undisputed statutory dues, including provident fund, investor education and protection fund, employees state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and other applicable statutory dues with the appropriate authorities during the year though there has been a slight delay in a few cases. According to the information and explanations given to us, there are no amounts payable in respect of undisputed statutory dues as at 31st March, 2012 which were outstanding for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and on the basis of our examination of the documents and records, there are no cases of non-deposit with appropriate authorities of disputed dues of sales-tax, wealth tax, service tax, customs duty, excise duty, cess. The details of disputed income-tax are as under:

Name of the Stature / Nature of the dues and period Amount Forum where dispute is pending (Rs. in lakhs)

Income Tax Act, 1961 - Assessment year 2006-07 2.89 Income Tax Appellate Tribunal

Income Tax Act, 1961 - Assessment year 2008-09 728.40 Commissioner of Income -tax (Appeals)

Income Tax Act, 1961 - Assessment year 2008-09 6.21 Commissioner of Income -tax (Appeals)

(pertaining to an erstwhile Company merged with the Company during the year)

10. The Company does not have accumulated losses at the end of the financial year and has not incurred any cash losses either during the financial year or immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institution, banks or debenture holders (FCCB) except for delay ranging from twenty four days to sixty one days in repayment of principal amount of Rs. 570.00 lakhs and interest of Rs. 433.04 lakhs to banks.

12. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities during the year.

13. The provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund / societies are not applicable to the Company..

14. The Company is not a dealer or trader in shares, securities, debentures, and other investments. .

15. According to the information and explanations given to us, the Company has given guarantees for loans taken by others from banks, the terms and conditions whereof, in our opinion, are not prima facie prejudicial to the interest of the Company.

16. According to the information and explanations given to us, the term loans raised by the Company were, prima facie applied by the Company during the year for the purposes for which the loans were obtained.

17. According to the information and explanations given to us and on an overall examination of the Balance sheet of the Company, we report funds raised on short term basis have, prima facie, not been used during the year for long term investment.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

19. The Company has not issued debentures and hence the clause (xix) of Paragraph 4 of the Order is not applicable.

20. The Company has not raised money by public issue during the year.

21. To the best of our knowledge and belief, and according to the information given to us, no fraud on or by the Company was noticed or reported during the year.

For J.G.VERMA & CO.

Chartered Accountants

(Registration No. 111381W)

J.G.VERMA

Partner

Membership No. 5005

Mumbai: 26th May, 2012


Mar 31, 2011

We have audited the attached Balance Sheet of KAMAT HOTELS (INDIA) LIMITED, as at 31st March, 2011 and also the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditor's Report) Order, 2003, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, and on the basis of such checks as we considered appropriate, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to above, we report that:

1. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit.

2. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

3. The Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report, are in agreement with the books of account.

4. In our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report, comply with the applicable Accounting Standards referred to in sub-section (3-C) of Section 211 of the Companies Act, 1956.

5. On the basis of written representations received from the Directors of the Company, and taken on record by the Board of Directors, we report that none of the directors of the Company is disqualified as on 31st March, 2011 from being appointed as a director under clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

6. In our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with the significant accounting policies and other notes appearing thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of the affairs of the Company as at 31st March, 2011;

(ii) in the case of the Profit and Loss Account, of the profit of the Company for the year ended on that date; and

(iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE REFERRED TO IN OUR REPORT OF EVEN DATE

1. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets installed at its various units.

(b) According to the information and explanations given to us, some of the fixed assets have been physically verified during the year by the management in accordance with a phased programme of verification, which in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. No material discrepancies were noticed on such verification.

(c) There has not been any significant disposal of fixed assets during the year affecting going concern.

2. (a) As explained to us, physical verification of inventories has been conducted by the management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records of the Company, we are of the opinion that the Company is maintaining proper records of inventory. Discrepancies, which were noticed on physical verification of inventory as compared to book records, were not material and have been properly dealt with in the books of account.

3. (a) According to the information and explanations given to us, the Company has granted following unsecured loans to companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956:

(i) interest free trade deposits aggregating to Rs. 8,025.00 lakhs (maximum balance Rs. 8,030.00 lakhs) to three such parties;

(ii) loan of Rs. 10,157.86 lakhs (maximum balance Rs. 10,157.86 lakhs) to one such party being subsidiary. Interest has been charged and fully recovered after the close of the year.

(b) In our opinion and according to the information and explanations given to us, the terms and conditions of the above trade deposits and loan are prima facie not prejudicial to the interest of the Company.

(c) None of the above deposits and loan was due for refund during the year and accordingly our comments on the regularity of receipt of the principal amount of these deposits are not given.

(d) There was no overdue amount in excess of Rupees one lakh in respect of deposits and loan given by the Company.

(e) According to the information and explanations given to us, the Company has taken an unsecured loan of Rs. 380.00 lakhs (maximum balance - Rs. 380.00 lakhs) from one such party.

(f) The rates of interest and other terms and conditions of above loan are prima facie not prejudicial to the interest of the Company.

(g) The above loan is not stipulated to be repaid during the year and accordingly our comments on the regularity of payment of the principal amount are not given. The Company has paid interest on the above loan after the close of the year.

4. In our opinion, and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control system.

5. To the best of our knowledge and belief and according to the information and explanations given to us, (a) in our opinion, the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section; and (b) such transactions exceeding the value of Rupees five lakhs in respect of any party during the year have been made at prices, which are reasonable having regard to prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public within the meaning of Section 58A 58AA and other provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975. Hence the clause (vi) of the Order is not applicable to the Company.

7. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

8. The maintenance of cost records has not been prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956 for any of the products of the Company.

9. (a) According to the records of the Company and the information and explanations given to us, the Company has generally been regular in depositing undisputed statutory dues, including provident fund, investor education and protection fund, employees state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and other applicable statutory dues with the appropriate authorities during the year. According to the information and explanations given to us, there are no amounts payable in respect of undisputed statutory dues as at 31st March, 2011 which were outstanding for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and on the basis of our examination of the documents and records, there are no cases of non-deposit with appropriate authorities of disputed dues of sales-tax, wealth tax, service tax, customs duty, excise duty, cess. The details of disputed income-tax are as under:

Name of the Statute / Nature Amount Forum where dispute of the dues and period (Rupees in lakhs) is pending

Income Tax Act, 1961 - 12.70 Commissioner of Income-tax (Appeals) Assessment year 2006-07

Income Tax Act, 1961 728.40 Commissioner of Income-tax (Appeals)

- Assessment year 2008-09

10. The Company does not have accumulated losses at the end of the financial year and has not incurred any cash losses either during the financial year or immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in the repayment of dues to any financial institution, banks or debenture holders as at the Balance Sheet date.

12. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities during the year.

13. The provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund / societies are not applicable to the Company.

14. The Company is not a dealer or trader in shares, securities, debentures, and other investments.

15. According to the information and explanations given to us, the Company has given guarantees for loans taken by others from banks, the terms and conditions whereof, in our opinion, are not prima facie prejudicial to the interest of the Company.

16. According to the information and explanations given to us, the term loans raised by the Company were, prima facie applied by the Company during the year for the purposes for which the loans were obtained.

17. According to the information and explanations given to us and on an overall examination of the Balance sheet of the Company, we report funds raised on short term basis have, prima facie, not been used during the year for long term investment.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

19. During the year, the Company has not issued any debentures. In respect of Foreign Currency Convertible Bonds issued by the Company in earlier year, approval for issue of corporate guarantee by a group company to secure the said Bonds is awaited from Reserve Bank of India, and accordingly security has not been created for these Bonds.

20. The Company has not raised money by public issue during the year,

21. To the best of our knowledge and belief, and according to the information given to us, no fraud on or by the Company was noticed or reported during the year.

For J.G.VERMA & CO.

Chartered Accountants

(Registration No.111381W))

J.G.VERMA

Partner

Membership No. 5005

Mumbai: 28th May, 2011


Mar 31, 2010

We have audited the attached Balance Sheet of KAMAT HOTELS (INDIA) LIMITED, as at 31st March, 2010 and also the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditor’s Report) Order, 2003, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, and on the basis of such checks as we considered appropriate, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to above, we report that:

1. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit.

2. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

3. The Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report, are in agreement with the books of account.

4. In our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report, comply with the applicable Accounting Standards referred to in sub-section (3- C) of Section 211 of the Companies Act, 1956.

5. On the basis of written representations received from the Directors of the Company, and taken on record by the Board of Directors, we report that none of the directors of the Company is disqualified as on 31st March, 2010 from being appointed as a director under clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

6. In our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with the significant accounting policies and other notes appearing thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of the affairs of the Company as at 31st March, 2010;

(ii) in the case of the Profit and Loss Account, of the profit of the Company for the year ended on that date; and

(iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE REFERRED TO IN OUR REPORT OF EVEN DATE

1. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets installed at its various units.

(b) According to the information and explanations given to us, some of the fixed assets have been physically verified during the year by the management in accordance with a phased programme of verification, which in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. No material discrepancies were noticed on such verification.

(c) There has not been any significant disposal of fixed assets during the year affecting going concern.

2. (a) As explained to us, physical verification of inventories has been conducted by the management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records of the Company, we are of the opinion that the company is maintaining proper records of inventory. Discrepancies, which were noticed on physical verification of inventory as compared to book records, were not material and have been properly dealt with in the books of account.

3. (a) According to the information and explanations given to us, the Company has granted following unsecured loans to companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956:

(i) interest free trade deposits aggregating to Rs. 8,025.00 lakhs (maximum balance Rs. 8,030.00 lakhs) to three such parties;

(ii) loan of Rs. 4,653.89 lakhs (maximum balance Rs. 4,653.89 lakhs) to one such party being subsidiary. Interest has been charged but not recovered.

(b) In our opinion and according to the information and explanations given to us, the terms and conditions of the above trade deposits and loan are prima facie not prejudicial to the interest of the Company.

(c) None of the above deposits and loan was due for refund during the year and accordingly our comments on the regularity of receipt of the principal amount of these deposits are not given.

(d) There was no overdue amount of such deposits and loan given by the Company during the year.

(e) According to the information and explanations given to us, the Company has taken loans by way of secured debentures aggregating to Rs. Nil (maximum balance – Rs. 893.95 lakhs) from such parties numbering four.

(f) The rates of interest and other terms and conditions of above debentures are prima facie not prejudicial to the interest of the Company.

(g) The payment of the principal amount of these debentures and interest thereon wherever applicable was regular. These debentures have been redeemed during the year.

4. In our opinion, and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control system.

5. To the best of our knowledge and belief and according to the information and explanations given to us, (a) in our opinion, the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section; and (b) such transactions exceeding the value of Rupees five lakhs in respect of any party during the year have been made at prices, which are reasonable having regard to prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public within the meaning of Section 58A 58AA and other provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975. Hence the clause (vi) of the Order is not applicable to the Company.

7. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

8. The maintenance of cost records has not been prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956 for any of the products of the Company.

9. (a) According to the records of the Company and the information and explanations given to us, the

Company has generally been regular in depositing undisputed statutory dues, including provident fund, investor education and protection fund, employees state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and other applicable statutory dues with the appropriate authorities during the year. According to the information and explanations given to us, there are no amounts payable in respect of undisputed statutory dues as at 31st March, 2010 which were outstanding for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and on the basis of our examination of the documents and records, there are no cases of non-deposit with appropriate authorities of disputed dues of sales-tax, wealth tax, service tax, customs duty, excise duty, cess. The details of disputed income-tax are as under:

10. The Company does not have accumulated losses at the end of the financial year and has not incurred any cash losses either during the financial year or immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in the repayment of dues to any financial institution, banks or debenture holders as at the Balance Sheet date. However, there were few delays in repayment of dues to banks in April and May 2009 which were not significant and such dues were not outstanding as at the Balance Sheet date.

12. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities except loans of Rs. 200.00 lakhs given by the Company in earlier year (considered doubtful by the management and fully provided for) for which the Company has maintained adequate documents and records.

13. The provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund / societies are not applicable to the Company.

14. The Company is not a dealer or trader in shares, securities, debentures, and other investments.

15. According to the information and explanations given to us, the Company has given guarantee for loan taken by a company from a bank, the terms and conditions whereof, in our opinion, are not prejudicial to the interest of the Company.

16. According to the information and explanations given to us, the term loans raised by the Company were, prima facie applied by the Company during the year for the purposes for which the loans were obtained.

17. According to the information and explanations given to us and on an overall examination of the Balance sheet of the Company, we report funds raised on short term basis have, prima facie, not been used during the year for long term investment.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

19. During the year, the Company has not issued any debentures. In respect of Foreign Currency Convertible Bonds issued by the Company in earlier year, approval for issue of corporate guarantee by a group company to secure the said Bonds is awaited from Reserve Bank of India, and accordingly security has not been created for these Bonds.

20. The Company has not raised money by public issue during the year,

21. To the best of our knowledge and belief, and according to the information given to us, no fraud on or by the Company was noticed or reported during the year.

For J.G.VERMA & CO.

Chartered Accountants

(Registration No. 111381W)

Mumbai : 22nd May, 2010 J.G.VERMA Partner

Membership No. 5005

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